2003-253A - Laserfiche WebLink

Home Browse Search

transacted at, nor the purpose of, any meeting of the Directors need be specified in any written waiver of notice . Section 7 . Adjourned Meeting. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Directors to another time and place . Notice of any such adjourned meeting shall be given to all Directors , whether or not present at the time of adjournment. Such notice must comply with the notice provisions of Subsection 5 of this Article . Section 8 . Ouorum . One-third of the number of Directors entitled to vote, as fixed by these Bylaws, shall constitute a quorum for the transaction of business at any meeting of the Directors . Attendance shall be either in person or by telephonic, radio or similar communication whereby the distant Director and those Directors present in person all hear and may speak to and be heard on the matters raised therein. Section 9 . Voting . Each Director who is entitled to vote and who is present at any meeting of the Directors, whether in person or by telephonic , radio or similar communication whereby the distant Director and those Directors present in person all hear and may speak to and be heard on the matters raised therein . Section 10 . Proxies Prohibited. A Director may not vote by proxy. Section 11 . Action of Directors . Any action required or which may be taken by the Directors pursuant hereto shall be taken and considered by act of the Directors only if one ( 1 ) of the following applies : A. Formal Action . The action is taken at a meeting of the Directors at which a quorum is present, whether in person, by telephonic, radio or similar communications, and is taken pursuant to vote of the majority of the Directors so present, or B . Informal Action. The action is taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed by all of the Directors . Such consent shall have the same effect as a unanimous vote . Section 12 . Recordation of Actions All actions of the Directors shall be recorded in Minutes, if taken during a meeting, or in an action by written consent, if taken without a meeting, and such minutes or consents shall be available to any Director of the Corporation. Section 13 . Procedure . The Directors may adopt their own rules of procedure which shall not be inconsistent with the Code of Canon Law of the Roman Catholic Church, the Articles of Incorporation, these Bylaws or applicable law. Section 14 . Conflict of Interest. A Director shall not vote for or authorize or solicit directly or indirectly any action to be taken directly or indirectly by the Corporation having to do - 7-